SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MidWestOne Financial Group, Inc. [ MOFG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/15/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/15/2023 | F(1) | 728 | D | $30.97 | 11,495.325(2) | D | |||
| Common Stock | 02/15/2023 | A(3) | 1,919.631 | A | $0 | 13,414.325(4) | D | |||
| Common Stock | 02/15/2023 | F(5) | 581 | D | $30.97 | 12,833.325 | D | |||
| Common Stock | 02/15/2023 | A(6) | 2,324.83 | A | $0 | 15,158.155 | D | |||
| Common Stock | 889(7) | I | ESOP | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Shares withheld to pay payroll taxes due upon the vesting of time-based restricted stock units from prior years' awards. |
| 2. Includes 61.191 Dividend Equivalents credited to unvested time-based RSUs in lieu of a cash dividend payment since the reporting person's last required Form filing, less 1.044 cumulative fractional Dividend Equivalents paid out in cash upon vesting on February 15, 2023. Each whole Dividend Equivalent is the economic equivalent of one share of MidWestOne Financial Group, Inc. stock. |
| 3. Shares of common stock acquired upon settlement of performance stock unit award granted to the reporting person on February 15, 2020. |
| 4. Amount reported was reduced by 0.631 fractional Dividend Equivalent on the performance RSUs, paid out in cash upon vesting on February 15, 2023. |
| 5. Shares withheld to pay payroll taxes due upon the vesting of the above-referenced performance stock unit award on February 15, 2023. |
| 6. Represents restricted stock units acquired pursuant to a grant of time-based restricted stock units which vest in three approximately equal annual installments beginning February 15, 2024. |
| 7. Shares allocated to the reporting person's account from within the MidWestOne Financial Group, Inc. Employee Stock Ownership Plan, as of February 15, 2023. Reported shares have increased by 20 shares since the date of the reporting person's previous Form filing due to allocations to his account. |
| Remarks: |
| Kenneth R. Urmie, Corporate Secretary, for Barry S. Ray under Power of Attorney dated January 20, 2021 | 02/17/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||